Bebuzee
Limited


Company Number:
08289019


Registered Address: 30 Avenue Road,
Bournemouth, BH2 SSL, United Kingdom


 


17th November
2015


 


David
W. Berk.us


 


1430 Glencoe
Drive Arcadia


CA
91006


USA


 


Private and
Confidential


 


Dear
David,


 


J
write to offer you an appointment as a Non-Executive Director of Bebuzee Limited ("the Company") with effect from 23
November 2015. Please note that a meeting of the Company's Nomination Committee will take place shortly after receipt of the copy
of this letter signed by you in order to ratify
your appointment. In accordance with the recommendations of the Combined Code
on Corporate Governance this letter also lists your duties, terms of appointment and
remuneration. It is agreed between us that
this is a contract for services and is not
a contract of employment.


 


1Appointment


 


1.1   
Subject to the remaining provisions of this letter,
your appointment is for an initial term of three years commencing on 23 November
2015 unless terminated earlier by either party giving to the other party by one month's written
notice.


 


1.2   
Your appointment is subject
to the articles of association. Nothing
in this letter shall be taken to exclude or vary the terms of the articles of association
as they apply to you as a director of the Company. Your continued appointment as non-executive director is subject to election
by the Company's shareholders at the AGM and to re election at any subsequent AGM at which either the articles of association of
the Company require, or the Board resolves, that you stand for re-election.


 


If
the shareholders do not re-elect you as a director, or you are retired from office under
the articles of
association, your appointment
shall terminate automatically,
with immediate effect and without compensation.


 


1.3   
Continuation of your contract of appointment is
also contingent on satisfactory performance and any relevant statutory provisions
relating to the removal of a director.


 


1.4   
Non-executive directors are typically expected to serve two three-year
terms but may be invited by the Board to serve for an additional period. Any term renewal
is subject to Board review and AGM re- election. Notwithstanding any mutual expectation, there is no right to re-nomination by
the Board, either annually or after any three•year period.




    	 



    	 



    

1.5  
You may be required to serve on one or more committees of the Board.
You will be provided with the relevant terms of reference on your appointment to such a committee.


 


1.6    
Notwithstanding paragraphs 1.1-1.5,
we may terminate your appointment with immediate effect if
you:


 


		(a)	commit a material breach of your obligations
under this letter; or



 


(b)
commit any serious or repeated breach or non-observance of your obligations to the Company


 


(which
include an obligation not to breach your duties to the Company, whether statutory,
fiduciary or common-law); or


 


(c)  
are guilty of any fraud or dishonesty or acted in
a manner which, in the opinion of the Company acting reasonably, brings or is likely
to bring you or the Company into disrepute or is materially adverse to the interests
of the Company; or


 


(d)  
are convicted of any arrestable criminal offence [other than an offence
under road traffic legislation in the UK or elsewhere for which a fine or non custodial
penalty is imposed); or


 


(e)   
are declared bankrupt or have made an arrangement with or for the
benefit of your creditors; or


 


		(f)	are disqualified from acting as a
director.



 


1.7 
On termination of your appointment, you shall at the request of the
Company resign from your office as a director of the Company


 


1.8 
If there are matters which arise which cause you concern about your
role you should discuss them with me. If you have any concerns which cannot be resolved,
and you choose to resign for that, or any other, reason, you should provide an appropriate written statement to me for circulation
to the Board.


 


		2	Time
commitment



 


2.1    
You will be expected to devote such time as is necessary for the proper
performance of your duties and you should be prepared to spend at least 1 day per month on company business after the induction
phase. This is based on preparation for, attendance at and the performance of tasks relating
to:


 


		•	scheduled Board
meetings



		•	the
AGM



		•	meetings of the non-executive
directors



		•	meetings with
shareholders



		•	updating
meetings/training



		•	meetings as part of the Board evaluation
process should that be required



		•	support and professional advice to the Chairman/Chief
Executive/Board



		•	raising funding rounds for the
business





    	 



    	 



    

Meetings
may Involve you in some overseas travel.
Unless urgent and unavoidable circumstances
prevent you from doing so, it is expected that you will attend the meetings
outlined above.


 


2.2 
The nature of the role makes it impossible to be specific about the
maximum time commitment, and there is always the possibility of additional time commitment
in respect of preparation time and ad hoc matters, which may arise from 
time to time,


and particularly when
the Company Is undergoing a period of increased activity. At certain times it
may be necessary to convene additional Board, committee or shareholder meetings.


 


2.3  
The average time commitment stated in
2.1 will increase should you become a
committee member or
chair, or if
you are given
additional responsibilities, such
as being appointed the
Senior Independent
Director, or non-executive
director on the boards of any
of the Company's subsidiaries. Details of the expected increase in time commitment
will be covered in any relevant
communication confirming the additional responsibility.


 


2.4
By accepting this appointment you undertake that, taking into account all other commitments
you may have, you are able to, and will, devote sufficient time to your duties as a non-executive
director.


 


		3	Duties



 


3.1   
You will be expected to perform your duties, whether statutory, fiduciary
or common-law, faithfully, efficiently and diligently to a standard commensurate with both the functions of your role
and your knowledge, skills and experience.


 


3.2  
You will exercise your powers in
your role as a non-executive director having regard to relevant obligations under prevailing law and regulation, including
the Companies Act 2006, the UK Corporate Governance Code and associated guidance. You are also
required to comply with the requirements of the Securities and Exchange Commission and any stock exchange the company's
shares become listed with.


 


3.3   
You will
have particular regard
to the general
duties of directors
as set out
in Part 10, Chapter 2 of the UK
Companies Act 2006, including the duty to promote the success of the company:


 


"A
director of a
company must act
in the
way he considers,
in good faith,
would be most likely
to promote the
success of the
company for the benefit of its
members as a whole, and in
doing so have regard
(amongst other matters) to
-


 


(a) the likely
consequences of any decision in the long term, (b} the interests
of the company's employees,


(c)   
the need to foster the company's business relationships
with suppliers, customers and others,


		(d)	the impact
of the company's operations on the community and the environment,



(e)   
the desirability of the company maintaining a reputation for high
standards of business conduct, and


		(f)	the
need to act
fairly as between
members of the
company.





    	 



    	 



    

3.4    
You will have particular regard to the FRC's UK Corporate Governance
Code (the code) and associated Guidance on Board Effectiveness in respect of the
role of the non-
executive director.


 


In your role as non-executive director
you will be required to:


 


• 
constructively challenge and help develop proposals on
strategy;


• 
scrutinize the performance of management in
meeting agreed goals and objectives and monitor the reporting of
performance;


• 
satisfy yourself on the integrity
of financial information and that financial controls and systems of risk management
are robust and defensible;


• 
determine appropriate
levels of remuneration
of executive directors
and have a prime
role in
appointing and, where
necessary, removing executive directors,
and in
succession planning;


		•	devote time to developing and refreshing your knowledge and
skills;



• 
uphold high standards of integrity and probity and support me and
the other directors in instilling the appropriate culture, values and behaviours
in the boardroom and beyond;


• 
insist
on receiving
high-quality information sufficiently
in advance
of board meetings; and


• 
take into account the
views of shareholders and other stakeholders where appropriate.


 


3.5    
You will be required to exercise relevant powers under, and abide
by, the Company's articles of association.


 


		3.6	You will be required
to exercise your powers as a director in accordance with the Company's policies and procedures.



 


3.7   
You will
disclose any direct
or indirect
interest which you
may have in
any matter being considered
at a board
meeting or committee
meeting and, save
as permitted under the
articles of association,
you will not vote
on any resolution of
the Board, or of one of
its committees, on any matter where you have any direct or indirect interest.


 


3.8   
You will immediately report
to me your own wrongdoing or the wrongdoing or
proposed wrongdoing of any employee or director of which you become aware.


 


3.9    
Unless specifically authorised to do so by the Board, you will not
enter into any legal
or other commitment
or contract on behalf
of the Company.


 


		4	Remuneration and
expenses



 


		4.1	The
annual fee rate
as at the
date of this
letter is
USD $50,000 gross
per annum, paid quarterly in arrears.
In addition to this you will be granted USD $300,000 of stock in
the Company on each anniversary of your appointment. The number of shares allocated will be calculated based on the proposed
{IPO} offering price per share,
currently $1.75, or
the market value of the shares
as at the anniversary date, which ever
is the greater. This fee covers all
duties, including service on any board committee
or company subsidiary,
with the exception of committee chairmanships and certain additional responsibilities,
such as taking on the role of Senior Independent Director.





    	 



    	 



    

		4.2	All fees will be
paid gross through bank transfer and are subject to income
tax and other statutory deductions in your country of residence for tax purposes.



 


		4.3	Fees will be subject to a periodic review
by the Board.



 


		4.4	The Company will
reimburse you for all reasonable and properly-documented expenses
you incur
In performing
the duties of
your office. The
procedure and other guidance
in respect
of expense claims is available
upon request.



 


4.5 
On termination of the appointment you shall only be entitled to such
fees as may have accrued to the date of termination, together with reimbursement In the normal way of any expenses properly incurred
prior to that date.


 


		5	Independence
and outside interests



 


5.1  
The Board of the Company has determined you to be independent,
taking account of the
guidance contained in
8.1.1 of the
UK Corporate Governance
Code.


 


		5.2	You have already
disclosed to the Board the significant commitments you have outside this role. You must inform
me In advance of any changes to these commitments. In
certain circumstances the agreement of the Board may have to be sought before accepting further commitments which either
might give rise to a conflict of interest
or a conflict of any of your duties to the Company, or which might impact
on the time that you are able to devote to your role at the Company.



 


5.3  
It is accepted and acknowledged that you have business interests
other than those of the Company and have declared any conflicts that are apparent at present. In
the event that you become aware of any further potential or actual conflicts of interest, these should be disclosed to me
and the Company Secretary as soon as they become apparent and, again, the agreement of the Board may have to be sought.


 


		6	Confidentiality



 


6.1  
You acknowledge that all information acquired during your appointment
is confidential to the Company and should not be released, communicated, nor disclosed either during your appointment or following
termination (by whatever means), to third parties without my prior clearance.


 


6.2 
This restriction shall cease to apply to any confidential information
which may (other than by
reason of your
breach) become available
to the public
generally.


 


6.3 
You acknowledge the need to hold
and retain company information (in whatever format you may receive it) under
appropriately secure conditions.


 


6.4  
You hereby waive all rights arising by virtue of Chapter IV
of Part I of the Copyright Designs and
Patents Act 1988
in respect of
all copyright works
created by you in
the course of
performing your duties hereunder.


 


		7	Price
sensitive information
and dealing
In the
Company's shares



 


7.1  
Should the company's securities become listed at any time your attention
is drawn to the requirements under both law
and regulation regarding the disclosure
of




    	 



    	 



    

price
sensitive information, and in particular to the relevant legislation on insider
dealing. You should avoid making any statements that might risk a breach of these requirements. If
in doubt please contact me or the
Company Secretary.


 


7.2 
During your period of appointment you are required to comply with
the provisions of the relevant Code ln relation to dealing in the Company's
listed securities should they become listed at any time.


 


		8	Induction



 


8.1          
Immediately after
appointment, the Company wlll provide a comprehensive, formal and tailored induction. You will be expected to make yourself available
during your first year of appointment for the purposes of the induction.


 


		9	Review
process



 


9.1      
The performance of individual directors and the whole Board and its
committees may be evaluated annually.


 


10
Training


 


10.1
On an ongoing basis, and further to the annual evaluation process, we will make arrangements for you to develop and refresh your
skills and knowledge in areas which we mutually identify as being likely
to be required, or of benefit to you, in
carrying out your duties effectively. You should endeavour to make yourself available for any relevant training sessions
which may be organised for the Board.


 


11Insurance
and Indemnity


 


11.1
The Company has directors' and officers' liability insurance in
place and it is Intended
to maintain such cover for the full term of your appointment. You have been informed of the current indemnity
limit, on which the Board is updated from time to time. Other details of the
cover are available from the Company Secretary.


 


11.2
You will also
be granted a
deed of indemnity
by the Company.


 


12
Independent professional
advice


 


12.1
Circumstances may occur when it will be appropriate for you to seek advice from independent
advisers at the Company's expense. A copy of the Board's agreed procedure under which directors may obtain independent advice will
be provided by the Company Secretary. The Company will reimburse the reasonable cost of expenditure incurred
by you in accordance with its
policy.


 


13
Changes to personal
details


 


13.1 You shall advise
the Company Secretary promptly of any change in address or other personal
contact details.


 


14
Return of property


 


14.1
Upon termination of your appointment with the Company (for whatever cause), you shall deliver to the Company all documents, records,
papers or other  company




    	 



    	 



    

property
which may be in your possession or under your control, and which relate
in any way to the business affairs of the Company, and you shall not retain
any copies thereof.


 


15
Non-compete clause


 


15.1
By countersignature of this letter and in
consideration for the fees payable to you under the terms of this letter, you now agree that you will not (without the previous
consent in writing of the Company), for the period of six
months immediately after the termination of your office, whether as principal or agent and whether alone
or jointly with, or as a director, manager, partner, shareholder, employee or
consultant of, any other person, carry on or be engaged, concerned or interested in any
business which is similar to or competes with any business being carried on by the
Company


 


		16	Data
protection



 


16.1  
By signing this letter you consent to the Company holding and processing
information about you for legal, personnel, administrative and management purposes and in particular to the processing of any sensitive
personal data (as defined in the Data Protection
Act 1998) including,
as and when
appropriate:


 


(a) information about
your physical or mental health or condition in order to
monitor sick leave and take decisions as to your fitness to perform your duties;


(b) 
information about
you that may
be relevant to
ensuring equality of
opportunity and treatment in line
with the Company's equal opportunities policy and in compliance with
equal opportunities legislation;
and


		(c)	information
relating to any
criminal proceedings in
which you have
been involved,



for insurance purposes
and in order to comply with legal requirements and obligations to third
parties.


 


You
consent to the transfer of such personal information to other offices the Company may
have or to other third parties, whether or not outside the European Economic Area, for administration purposes and other purposes
in connection with your appointment, where it
is necessary or desirable for the Company to do so.


 


16.2
You will comply at all times with the Company's data protection policy,
a copy of which will be provided to you.


 


		17	Rights of
third parties



 


17.1          
The Contracts (Rights of Third Parties) Act 1999 shall not apply to
this letter. No person other than you and the Company shall have any rights under
this letter and the terms of this letter
shall not be enforceable by any person other than you and the Company,


 


		18	Law



 


18.1            
Your engagement with the Company is governed by and shall be construed
in accordance with the laws of the United Kingdom
and your engagement shall be subject to the jurisdiction of the courts of England and
Wales.


18.2           
This letter constitutes
the entire terms
and conditions of
your appointment and no
waiver or modification thereof shall be valid unless in writing and signed by
the parties hereto.


 


If
you are willing to accept these terms of appointment, please confirm your acceptance
by signing and returning to me the enclosed copy of this letter.


 


 


 


Yours
sincerely,


 


 


Mr. Joseph Onyero


Chairman


 


/s/Joseph Onyero


 


I confirm and agree to the terms of
my appointment as a non-executive director of Bebuzee Limied as set out in this letter.


 


/s/David W. Berkus


David W. Berkus


 


23 Nov. 2015 Date